ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). For these statements, we claim the protections of
the safe harbor for forward-looking statements contained in such Section.
Forward-looking statements are subject to substantial risks and uncertainties,
many of which are difficult to predict and are generally beyond our control. In
particular, statements pertaining to our capital resources, portfolio
performance, dividend policy and results of operations contain forward-looking
statements. Likewise, all of our statements regarding anticipated growth in our
portfolio from operations, acquisitions and anticipated market conditions,
demographics and results of operations are forward-looking statements.
Forward-looking statements involve numerous risks and uncertainties and you
should not rely on them as predictions of future events. You can identify
forward-looking statements by the use of forward-looking terminology such as
"believes," "expects," "may," "will," "should," "seeks," "approximately,"
"intends," "plans," "estimates," "contemplates," "aims," "continues," "would" or
"anticipates" or the negative of these words and phrases or similar words or
phrases. Forward-looking statements depend on assumptions, data or methods which
may be incorrect or imprecise and we may not be able to realize them. We do not
guarantee that the transactions and events described will happen as described
(or that they will happen at all). The following factors, among others, could
cause actual results and future events to differ materially from those set forth
or contemplated in the forward-looking statements:

 changes in our industry and changes in the real estate markets in particular,
either nationally or in Manhattan or the greater New York metropolitan area;
 resolution of the appeals related to the Original Class Actions and appeals
that may be filed related to the "Second Class Actions";
 reduced demand for office or retail space;
 changes in our business strategy;
 defaults on, early terminations of or non-renewal of leases by tenants;
 bankruptcy or insolvency of a major tenant or a significant number of smaller
tenants;
 litigation;
 fluctuations in interest rates and increased operating costs;
 declining real estate valuations and impairment charges;
 availability, terms and deployment of capital;
 our failure to obtain necessary outside financing, including our secured
revolving and term credit facility;
 our expected leverage;
 decreased rental rates or increased vacancy rates;
 our failure to generate sufficient cash flows to service our outstanding
indebtedness;
 our failure to redevelop and reposition properties successfully or on the
anticipated timeline or at the anticipated costs;
 difficulties in identifying properties to acquire and completing acquisitions;
 risks of real estate acquisitions, dispositions and development (including our
Metro Tower development site), including the cost of construction delays and
cost overruns;
 our failure to operate acquired properties and operations successfully;
 our projected operating results;
 our ability to manage our growth effectively;
 estimates relating to our ability to make distributions to our stockholders in
the future;
 impact of changes in governmental regulations, tax law and rates and similar
matters;
 our failure to qualify as a REIT;
 a future terrorist event in the U.S.;
 environmental uncertainties and risks related to adverse weather conditions
and natural disasters;
 lack or insufficient amounts of insurance;
 financial market fluctuations;
 availability of and our ability to attract and retain qualified personnel;
 changes in real estate and zoning laws and increases in real property tax
rates;
 our ability to comply with the laws, rules and regulations applicable to
companies and, in particular, public companies; and
 the factors included in this Quarterly Report on Form 10-Q, including those
set forth under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in our Annual Report on Form 10-K,
including those set forth under the headings "Business" and "Risk Factors".

While forward-looking statements reflect our good faith beliefs, they are not
guarantees of future performance. We disclaim any obligation to publicly update
or revise any forward-looking statement to reflect changes in underlying
assumptions or factors, of new information, data or methods, future events or
other changes after the date of this Quarterly Report on Form 10-Q, except as
required by applicable law. For a further discussion of these and other factors
that could impact our future results, performance or transactions, see the
section entitled "Risk Factors" beginning on page 11 of our Annual Report on
Form 10-K which we filed with the Securities and Exchange Commission ("SEC").
You should not place undue reliance on any forward-looking statements, which are
based only on information currently available to us.
Overview
Unless the context otherwise requires or indicates, references in this section
to "we," "our" and "us" refer to (i) our company and its consolidated
subsidiaries (including our operating partnership) after giving effect to our
initial public offering of our Class A common stock, or the Offering, and the
formation transactions and (ii) our predecessor before giving effect to the
Offering and the formation transactions.
With the completion of the Offering and the formation transactions, the
historical operations of our predecessor and the properties that have been
operated through our predecessor, were combined with our company, our operating
partnership and/or their subsidiaries. The following discussion and analysis
should be read in conjunction with our consolidated financial statements as of
December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and
2011 and the notes related thereto which are included in our Annual Report on
Form 10-K which we filed with the SEC, and our unaudited consolidated financial
statements as of June 30, 2014 and for the three and six months ended June 30,
2014 and 2013 included in this Quarterly Report on Form 10-Q.
We are a self-administered and self-managed REIT that owns, manages, operates,
acquires, redevelops and repositions office and retail properties in Manhattan
and the greater New York metropolitan area. Our primary focus is to own, manage
and operate our current portfolio and to acquire and reposition office and
retail properties in Manhattan and the greater New York metropolitan area.
We were organized as a Maryland corporation on July 29, 2011. We did not have
any assets other than cash and did not have any meaningful operating activity
until the consummation of the Offering and the related acquisition of our
predecessor and certain non-controlled entities controlled by our predecessor on
October 7, 2013 as part of the formation transactions.
Our operations commenced upon completion of the Offering and related formation
transactions on October 7, 2013. Our operating partnership holds substantially
all of our assets and conducts substantially all of our business. As of June 30,
2014 we owned approximately 38.9% of the aggregate operating partnership units
in our operating partnership. We, as the sole general partner of our operating
partnership, have responsibility and discretion in the management and control of
our operating partnership, and the limited partners of our operating
partnership, in such capacity, have no authority to transact business for, or
participate in the management activities of our operating partnership.
Accordingly, our operating partnership has been consolidated by us. We intend to
elect to be taxed as a REIT and operate in a manner that we believe allows us to
qualify as a REIT for federal income tax purposes commencing with our taxable
year ended December 31, 2013.
For all periods prior to the completion of the Offering and related formation
transactions, this Management's Discussion and Analysis of Financial Condition
and Results of Operations discusses the historical financial condition and
results of operations of our predecessor, which owned controlling interests in
16 properties and unconsolidated non-controlling interests in the Empire State
Building (including the observatory and broadcast operations), 1350 Broadway,
1333 Broadway, and 501 Seventh Avenue, which are accounted for under the equity
method of accounting and make up a significant portion of our company subsequent
to the completion of the Offering and related formation transactions. Our
financial condition as of June 30, 2013 and results of operations for the three
and six months ended June 30, 2013 reflect the financial condition and results
of operations of our predecessor. Our financial condition as of June 30, 2014
and results of operations for the three and six months ended June 30, 2014
reflect the financial condition and results of operations of our predecessor
consolidated with the non-controlling interests in those four properties we
acquired at the time of the Offering and related formation transactions.
We operate an integrated business that currently consists of two operating
segments: real estate and observatory.

Although construction contracting represented approximately 9.4% and 10.2% of
our revenues for the six months ended June 30, 2014 and 2013, respectively, its
relative contribution to our net income was much less significant than its
contribution to our revenues.
As of June 30, 2014, our total portfolio, containing 8.4 million rentable square
feet of office and retail space, was 88.6% occupied. Including signed leases not
yet commenced, our total portfolio was 89.6% leased at June 30, 2014. Our
Manhattan area office properties were 87.7% occupied (or 88.6% giving effect to
leases signed but not yet commenced as of that date) and our greater New York
metropolitan area office properties were 90.2% occupied (or 92.0% giving effect
to leases signed but not yet commenced as of that date). Our office properties
as a whole were 88.3% occupied (or 89.4% giving effect to leases signed but not
yet commenced as of that date). Our ability to increase occupancy and rental
revenue at our office properties depends on the successful completion of our
repositioning program as described below and market conditions. The other
component of our real estate segment, retail leasing, comprises both standalone
retail properties and retail space in our Manhattan office properties. Our
retail properties, including retail space in our Manhattan office properties,
were 92.5% occupied (or 92.5% giving effect to leases signed but not yet
commenced as of that date) as of June 30, 2014.
The Empire State Building is our flagship property. The Empire State Building
provides us with a diverse source of revenue through its office and retail
leases, observatory operations and broadcasting licenses, and related leased
space. During the six months ended June 30, 2014 and 2013, respectively, the
Empire State Building generated approximately $81.7 million and $62.9 million of
rental revenue, excluding observatory operations. During the six months ended
June 30, 2014 and 2013, the observatory operations of the Empire State Building
generated approximately $47.7 million and $44.0 million, respectively, of
revenue. Our observatory operations are a separate accounting segment following
the Offering and related formation transactions. Our observatory operations are
subject to regular patterns of tourist activity in Manhattan. During the past
ten years of our annual observatory revenue, approximately 16.0% to 18.0% was
realized in the first quarter, 26.0% to 28.0% was realized in the second
quarter, 31.0% to 33.0% was realized in the third quarter, and 23.0% to 25.0%
was realized in the fourth quarter.
The components of the Empire State Building revenue are as follows:

From 2002 through 2006, we gradually gained full control of the day-to-day
management of our Manhattan office properties (with the estate of Leona M.
Helmsley previously holding certain approval rights at some of these properties
as a result of its interest in the entities owning the properties). Since then,
we have been undertaking a comprehensive redevelopment and repositioning
strategy of our Manhattan office properties that has included the physical
improvement through upgrades and modernization of, and tenant upgrades in, such
properties. Since we assumed full control of the day-to-day management of our
Manhattan office properties beginning with One Grand Central Place in 2002, and
through June 30, 2014, we have invested a total of approximately $462.0 million
(excluding tenant improvement costs and leasing commissions) in our Manhattan
office properties pursuant to this program. Of the $462.0 million invested
pursuant to this program, $260.0 million was invested at the Empire State
Building. We currently estimate that between $80.0 million and $120.0 million of
capital is needed beyond June 30, 2014 to complete substantially the
redevelopment and repositioning program at our Manhattan office properties. We
expect the redevelopment program at the Empire State Building to continue until
the end of 2016 due to the size and scope of our remaining work and our desire
to minimize tenant disruptions at the property. These estimates are based on our
current budgets (which do not include tenant improvement and leasing commission
costs) and are subject to change.

We intend to fund these capital improvements through a combination of operating
cash flow and borrowings. These improvements, within our redevelopment and
repositioning program, include restored, renovated and upgraded or new lobbies;
elevator modernization; renovated public areas and bathrooms; refurbished or new
windows; upgrade and standardization of retail storefront and signage; faηade
restorations; modernization of building-wide systems; and enhanced tenant
amenities. These improvements are designed to improve the overall value and
attractiveness of our properties and have contributed

significantly to our tenant repositioning efforts, which seek to increase our
occupancy; raise our rental rates; increase our rentable square feet; increase
our aggregate rental revenue; lengthen our average lease term; increase our
average lease size; and improve our tenant credit quality. We have also
aggregated smaller spaces in order to offer larger blocks of office space,
including multiple floors, that are attractive to larger, higher credit-quality
tenants and to offer new, pre-built suites with improved layouts. This strategy
has shown what we believe to be attractive results to date, and we believe has
the potential to improve our operating margins and cash flows in the future. We
believe we will continue to enhance our tenant base and improve rents as our
pre-redevelopment leases continue to expire and be re-leased.
As of June 30, 2014, we have approximately $200.9 million of debt maturing in
2014 and approximately $98.5 million maturing in 2015, and we have total debt
outstanding of approximately $1.2 billion, with a weighted average interest rate
of 4.47% and a weighted average maturity of 2.6 years and 67.2% of which is
fixed-rate indebtedness. Our overall leverage will depend on our mix of
investments and the cost of leverage. Our charter does not restrict the amount
of leverage that we may use, though we are subject to certain restrictions and
financial covenants under our existing credit facility. Given our current
liquidity, including availability under our secured revolving credit facility,
and the low leverage financing of our 2014 and 2015 balloon maturities, we
believe we will be able to refinance those maturities.

Subsequent to June 30, 2014, we extended the maturity date of three loans
totaling $89.8 million from August 1, 2014 to February 1, 2015.
Our Predecessor
See Note 1 to the Notes to Condensed Consolidated Financial Statements included
in this Quarterly Report on Form 10-Q for an overview of our predecessor and the
non-controlled entities.
Factors That May Influence Future Results of Operations
Leasing
Leasing activity has remained strong. On a combined basis, we, our predecessor
and the non-controlled entities, signed 1.1 million, 1.1 million, and 1.5
million rentable square feet of new leases, expansions and lease renewals, for
the years ended December 31, 2013, 2012, and 2011, respectively. During the six
months ended June 30, 2014, we signed approximately 403,000 rentable square feet
of new leases, expansions and renewals.
Due to the relatively small number of leases that are signed in any particular
quarter, one or more larger leases may have a disproportionately positive or
negative impact on average rent, tenant improvement and leasing commission costs
for that period. As a result, we believe it is more appropriate when analyzing
trends in average rent and tenant improvement and leasing commission costs to
review activity over multiple quarters or years. Tenant improvement costs
include expenditures for general improvements occurring concurrently with, but
that are not directly related to, the cost of installing a new tenant. Leasing
commission costs are similarly subject to significant fluctuations depending
upon the length of leases being signed and the mix of tenants from quarter to
quarter.
As of June 30, 2014, there were approximately 0.9 million rentable square feet
of space in our portfolio available to lease (excluding leases signed but not
yet commenced) representing 10.4% of the net rentable square footage of the
properties in our portfolio. In addition, leases representing 3.4% and 8.5% of
net rentable square footage of the properties in our portfolio will expire in
the second half of 2014 and in 2015, respectively. These leases are expected to
represent approximately 3.8% and 9.2%, respectively, of our annualized rent for
such periods. Our revenues and results of operations can be impacted by expiring
leases that are not renewed or re-leased or that are renewed or re-leased at
base rental rates equal to above or below the current average base rental rates.
Further, our revenues and results of operations can also be affected by the
costs we incur to re-lease available space, including payment of leasing
commissions, redevelopments and build-to-suit remodeling that may not be borne
by the tenant.
We believe that as we complete the redevelopment and repositioning of our
properties we will, over the long-term, experience increased occupancy levels
and rents. Over the short term, as we renovate and reposition our properties,
which includes aggregating smaller spaces to offer large blocks of space, we may
experience lower occupancy levels as a result of having to relocate tenants to
alternative space and the strategic expiration of existing leases. We believe
that despite the short-term lower occupancy levels we may experience, we will
continue to experience increased rental revenues as a result of the increased
rents which we expect to obtain in following the redevelopment and repositioning
of our properties.
Observatory Operations

The Empire State Building Observatory revenue for the second quarter 2014 grew
11.4% to $30.4 million, from $27.3 million in the second quarter of 2013, due to
higher admission pricing and the shift of the Easter holiday week from first
quarter 2013 to second quarter 2014. The Observatory hosted approximately
1,222,000 visitors in the second quarter 2014, representing a 3.8% increase from
the same period of 2013. The increase in attendance was attributable to the
shift of the Easter holiday week from the first quarter 2013 to the second
quarter 2014.
For the six months ended June 30, 2014, the Empire State Building Observatory
hosted 1,886,000 visitors, which was unchanged from the same period in 2013.
Observatory revenue was $47.7 million for the six months ended June 30, 2014, an
8.4% increase from $44.0 million for the six months ended June 30, 2013.
Observatory revenues and admissions are dependent upon the following: (i) the
number of tourists (domestic and international) that come to New York City and
visit the observatory, as well as any related tourism trends; (ii) the prices
per admission that can be charged; (iii) seasonal trends affecting the number of
visitors to the observatory; (iv) competition, in particular from the
Rockefeller Center observatory and the planned observatory at One World Trade
Center; and (v) weather trends.
Critical Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in
conformity with GAAP and with the rules and regulations of the SEC represent our
assets and liabilities and operating results. The consolidated financial
statements include our accounts and our wholly-owned subsidiaries as well as our
operating partnership and its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation. For purposes of
comparison, certain items shown in the 2013 consolidated financial statements
have been reclassified to conform to the presentation used for 2014.
Our predecessor's consolidated financial statements include all the accounts
and operations of our predecessor. The real estate entities included in the
accompanying consolidated financial statements have been consolidated on the
basis that, for the periods presented, such entities were under common control,
common management and common ownership of the sponsors. Equity interests in the
entities that were not controlled by the sponsors are shown as investments in
non-controlled entities. We acquired these interests as a result of the
formation transactions and we currently own and control 100% of the interests in
these entities.
Our predecessor consolidated variable interest entities, or VIEs, in which it
was considered a primary beneficiary. The primary beneficiary is the entity that
has (i) the power to direct the activities that most significantly impact the
entity's economic performance and (ii) the obligation to absorb losses of the
VIE or the right to receive benefits from the VIE that could be significant to
the VIE. We had no VIEs as of June 30, 2014.
We will assess the accounting treatment for each investment we may have in the
future. This assessment will include a review of each entity's organizational
agreement to determine which party has what rights and whether those rights are
protective or participating. For all VIEs, we will review such agreements in
order to determine which party has the power to direct the activities that most
significantly impact the entity's economic performance and benefit. In
situations where we or our partner could approve, among other things, the annual
budget, the entity's tax return before filing, and leases that cover more than a
nominal amount of space relative to the total rentable space at each property,
we would not consolidate the investment as we consider these to be substantive
participation rights that result in shared power of the activities that would
most significantly impact the performance and benefit of such joint venture
investment. Such agreements could also contain certain protective rights such as
the requirement of partner approval to sell, finance or refinance the investment
and the payment of capital expenditures and operating expenditures outside of
the approved budget or operating plan.
A non-controlling interest in a consolidated subsidiary is defined as the
portion of the equity (net assets) in a subsidiary not attributable, directly or
indirectly, to a parent. Non-controlling interests are required to be presented
as a separate component of equity in the consolidated balance sheets and in the
consolidated statements of operations by requiring earnings and other
comprehensive income to be attributed to controlling and non-controlling
interests. As the financial statements of our predecessor have been prepared on
a consolidated basis, there is no non-controlling interest for our predecessor
for the periods presented.
Accounting Estimates

The preparation of the consolidated financial statements in accordance with GAAP
requires management to use estimates and assumptions that in certain
circumstances affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Significant items subject to such estimates and assumptions include
allocation of the purchase price of acquired real estate properties among
tangible and intangible assets, determination of the useful life of real estate
properties and other long-lived assets, valuation and impairment analysis of
commercial real estate properties and other long-lived assets, estimate of
percentage of completion on construction contracts, valuation of the allowance
for doubtful accounts, and valuation of equity based compensation. These
estimates are prepared using management's best judgment, after considering past,
current, and expected events and economic conditions. Actual results could
differ from those estimates.
Revenue Recognition
Rental Revenue
Rental revenue includes base rents that each tenant pays in accordance with the
terms of its respective lease and is reported on a straight-line basis over the
non-cancellable term of the lease which includes the effects of rent steps and
rent abatements under the leases. We commence rental revenue recognition when
the tenant takes possession of the leased space or controls the physical use of
the leased space and the leased space is substantially ready for its intended
use. In addition, many of our leases contain fixed percentage increases over the
base rent to cover escalations. We account for all of our leases as operating
leases. Deferred rent receivables, including free rental periods and leasing
arrangements allowing for increased base rent payments are accounted for in a
manner that provides an even amount of fixed lease revenues over the respective
non-cancellable lease terms. Differences between rental income recognized and
amounts due under the respective lease agreements are recognized as an increase
or decrease to deferred rents receivable.
The timing of rental revenue recognition is impacted by the ownership of tenant
improvements and allowances. When we are the owner of the tenant improvements,
revenue recognition commences after both the improvements are completed and the
tenant takes possession or control of the space. In contrast, if we determine
that the tenant allowances we are funding are lease incentives, then we commence
revenue recognition when possession or control of the space is turned over to
the tenant. Tenant improvement ownership is determined based on various factors
including, but not limited to, whether the lease stipulates how and on what a
tenant improvement allowance may be spent, whether the tenant or landlord
retains legal title to the improvements at the end of the lease term, whether
. . .